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This detailed discussion considered approaches for engaging the board in an organization's inorganic strategy, including prospect development, techniques for improving target receptivity, and methods for pursuing an unwilling target.

To kick-off this discussion during the annual M&A Conference at the University of Chicago, Bill Kucera, Co-Chair of Mayer Brown's M&A practice in the Americas, emphasized director’s duties and the reality that just one deal “that goes sideways” could impact a company and one’s career.

Consideration was given to the appropriate lines of authority between the board and management; what level of 'efforts' to close should be agreed upon; and when directors may be permitted to withdraw their support for a transaction.

Frank Jaehnert, who serves on the Board of Directors of Nordson Corporation (Nasdaq: NDSN), Briggs & Stratton Corporation (NYSE: BGG), and Itron, Inc. (Nasdaq: ITRI), added that in general the more material the transaction is to a company, and the less experienced the management is at M&A, the more the board should get involved.

Other participants provided cautionary guidance on the risk of an overactive board where their activities may overlap with the activities of the corporate development team. How involved should the board be on the buy-side became an interesting question of balance.

Sergio Letelier, Deputy General Counsel - Corporate, Securities and M&A at Hewlett Packard Enterprise, offered that boards should be aware of deals in the works (a pipeline review), and regularly review the performance of completed transactions at a high-level, a sentiment shared by Doug Jackson, Managing Director and Co-Head of U.S. M&A, Greenhill & Co.

Among other topics, the panel considered informal ways in which management might get board members apprised of potential deals, as well as the use of transaction committees and other board subcommittees.

Jackson added that he is seeing more use of transaction subcommittees than historically, especially when a CEO is not that experienced in M&A or when M&A has not been part of the history of the company.

Jaehnert cited that finance committees may be a standing subcommittee of a board, as well as using committees of the board to tackle well-defined issues related to the potential M&A action, such as environment, taxation or liability.

The subject of hostile buy-sell deals was also discussed, with the panel’s consensus that, as Letelier said, “more and more, companies would not consider a real hostile approach; … the risk-reward ratio is not high.”

In concluding the panel emphasized that a board must be involved in developing a company’s M&A strategy, although Jaehnert stressed that “management must set the strategy.”

William Kucera is Co-Chair of Mayer Brown's M&A practice in the Americas. He concentrates his practice on mergers and acquisitions. He represents buyers and sellers in connection with stock and asset acquisitions and divestitures, public and private mergers, tender and exchange offers, joint ventures, and venture capital and other private equity investments.

Frank Jaehnert was the President & CEO of Brady Corporation (NYSE: BRC), an international manufacturer and marketer of complete identification solutions from 2003 until his retirement in 2013. He serves on the Board of Directors of Nordson Corporation (Nasdaq: NDSN), Briggs & Stratton Corporation (NYSE: BGG), Itron, Inc. (Nasdaq: ITRI), as well as on the Board of Regents of the Milwaukee School of Engineering.

Sergio Letelier is Vice President and Deputy General Counsel - Corporate, Securities and M&A at Hewlett Packard Enterprise. In this capacity, Sergio and his team are responsible for global M&A, Corporate Compliance and Governance matters, and support to HPE’s worldwide Tax Department around corporate restructurings.

Douglas Jackson is a Managing Director and Co-Head of U.S. M&A for Greenhill & Co. His advisory work covers the range of strategic and M&A matters including acquisitions, sales, divestitures, spin-offs, defense (both corporate and activist) and special committee assignments.